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 is required to indemnify, (B) material additional obligations
 for Lessee in defending against such Tax Claim or (C)
 precluding or materially prejudicing Lessee's right to defend
 any such Tax Claim. If Lessee delivers to such Tax Indemnitee
 within thirty days after the date of receipt of such Tax
 Indemnitee's notice, a written request that such Tax
 Indemnitee contest such Tax Claim (or, in the case of a Lessee
 Controlled Contest, permit Lessee to contest such Tax Claim)
 and if (and only so long as) the conditions described in
 clause 5.12(b) are satisfied, such Tax Indemnitee shall, in
 good faith and at Lessee's expense, contest (or, in the case
 of a Lessee Controlled Contest, permit Lessee to contest if
 permitted by applicable law) the validity, applicability or
 amount (as the case may be) of the Taxes that are the subject
 of such Tax Claim by (x) resisting payment thereof, (y) not
 paying such Taxes except under protest if protest is necessary
 and proper, or (z) if payment is made, using reasonable
 efforts to obtain a refund thereof in administrative and/or
 judicial proceedings permitted by applicable law (including
 all appeals, other than, as appellant, an appeal or petition
 to the United States Supreme Court or the equivalent court of
 any other jurisdiction).